Review Real Estate Diligence

---
name: review-real-estate-diligence
task_id: real-estate/review-real-estate-diligence
description: Guides preparation of a real estate due diligence memorandum by abstracting each lease instrument, identifying material risks from tax records and any sublease, and organizing findings according to the supervising lawyer’s instructions.
activates_for: [planner, solver, checker]
---

# Skill: Real Estate Portfolio Due Diligence Memorandum for Industrial Portfolio Acquisition

## 1. Subject-matter triage

This task usually involves multiple properties, leases, amendments, tax records, and any separate sublease or option materials. First map every document to the correct property and instrument type. Confirm the data room is complete, identify any missing counterpart documents, and separate primary lease terms from amendments, guaranties, estoppel materials, tax summaries, subleases, and option documents. Read the supervising lawyer’s email first and use it to set scope, priorities, and memo organization.

If the source set includes more than one property, analyze each property on its own before preparing any portfolio-level synthesis. If only one property or one issue cluster is present, say so expressly and keep the analysis focused on that narrower scope.

## 2. Failure modes the skill is correcting

- Treating the portfolio as a single generic lease review instead of tracking property-by-property differences in term, rent, expense allocation, assignment restrictions, and environmental exposure.
- Ignoring the supervising lawyer’s instructions and missing the issues the client actually wants surfaced.
- Failing to reconcile the property tax summary with the lease tax clause, which hides delinquencies, reimbursement gaps, or unexpected landlord obligations.
- Treating a sublease as incidental rather than as a separate three-party risk structure with continuing obligations and consent issues.
- Overstating or underexplaining the significance of a purchase option, especially where exercise timing or assignment mechanics affect closing strategy.
- Describing risks without tying them to the relevant document, the applicable legal or commercial rule, and the transaction consequence.
- Providing a narrative summary without an explicit severity ranking, making it harder for the deal team to triage.
- Omitting a practical next-step recommendation for counsel or the business team.

## 3. Legal frameworks / domain conventions that apply

- Industrial lease diligence commonly centers on net-lease economics, so the review should isolate who bears taxes, insurance, maintenance, repairs, and capital items, and whether the document shifts structural or roof obligations in a way that changes operating risk.
- Assignment and change-of-control restrictions matter in an acquisition because a lease may require landlord consent, notice, or a formal assumption, and some leases allow termination or default consequences on a transfer event.
- Renewal and extension rights affect occupancy certainty and should be analyzed against the remaining term, notice mechanics, and any conditions to exercise.
- Purchase options must be reviewed for exercise window, price mechanism, conditions precedent, and transferability, because an unexercised or improperly assigned option may be commercially valuable but legally fragile.
- Subleases create layered obligations among prime landlord, sublandlord, and subtenant; the review should check consent, continuing liability, default cross-effects, and whether the sublease can survive or be assigned in the transaction.
- Environmental provisions in industrial leases often allocate reporting, remediation, and indemnity obligations; the memo should flag any unusually broad tenant exposure or weak landlord protections.
- Property tax obligations should be cross-checked against tax statements, payoff or delinquency information, and closing prorations under the governing purchase documents.
- Where the source documents identify a controlling statute, regulation, local ordinance, or contractual standard, cite that authority directly when explaining the risk.

## 4. Analytical scaffolds

- Start with the supervising lawyer’s email and extract the requested scope, priority issues, and any preferred memo style.
- Build a document map: property name, document type, date, parties, and any amendment chain.
- For each property, abstract the core lease points: parties, premises, use, term, rent, renewal rights, expense obligations, maintenance/repair allocation, assignment and subletting restrictions, transfer-trigger provisions, insurance, casualty, condemnation, and environmental terms.
- For each issue, close the analysis with three moves: identify the relevant figure or threshold in the source set, cross-reference the related lease clause or companion document, and state the practical consequence for closing, operations, economics, or risk allocation.
- For each property tax item, compare the tax record to the lease’s tax clause and note any delinquency, reimbursement gap, or mismatch in responsibility.
- For each purchase option, analyze whether it can be exercised, when it must be exercised, how price is determined, and whether transfer or closing mechanics create friction.
- For each sublease, analyze the tripartite structure, consent status, continuing liability, and any assignment or termination sensitivity.
- Assign every issue a severity level using a single ordinal scale defined once in the memo, and apply it consistently.
- When there are multiple properties or multiple issues of the same type, analyze each separately rather than collapsing them into one representative example.
- End with concrete recommendations that identify who should act and when the action should occur in the transaction process.

## 5. Vertical / structural / temporal relationships

- Track how amendments modify the base lease; later documents control inconsistent earlier terms, so the memo should reflect the operative chain rather than the original form alone.
- Track how a sublease sits beneath the prime lease; a cure or consent requirement at the prime level can affect the sublease even if the sublease itself appears compliant.
- Track how renewal windows, option exercise dates, default cure periods, and closing timing interact; a right that expires near signing or closing may require immediate action.
- Track how tax delinquencies affect proration, escrows, or purchase price adjustments; a historical delinquency can become a closing item even if it is not a lease default.
- Track whether a transfer restriction is triggered by asset sale, equity change, merger, or other change-of-control event, because the legal consequence can differ across those structures.

## 6. Output structure conventions

- Write a due diligence memorandum in conventional business-law format, with a short executive summary, a document map or scope note, property-by-property analysis, portfolio-level observations, and a closing recommendations section.
- Use a clear severity legend near the top, then apply that severity label to each issue entry.
- Organize the body by property, and within each property cover lease economics, transfer and consent issues, taxes, renewals/expiration, environmental provisions, and any property-specific deviations.
- Give any purchase option and any sublease separate treatment so their distinct risk profiles are not buried in the lease summary.
- For each issue, include the relevant document reference, the controlling legal or contractual authority if stated or otherwise generally applicable, and the transaction consequence.
- Include a final Recommended Actions section with imperative steps directed to counsel or the business team and tied to the transaction timeline.
- Use the filename required by the task instructions: `real-estate-diligence-memo.docx`.